**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION** ****


Washington,
      D.C. 20549





**FORM
      10-QSB/A2**





(Mark
      One)





**[X]
      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT**


**OF
      1934**





For
      the
      quarterly period ended March 31, 2006





**[
      ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period from _____ to _______





Commission
      file number: 000-30065





**INTREPID
      TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES**


(exact
      name of registrant as specified in its charter)





**Idaho**
            **82-0230842**(State
                or other jurisdiction of
              incorporation
                or organization)
            (IRS
                Employer
              Identification
                No.)







501
      West
      Broadway, Suite 200,


Idaho
      Falls, Idaho 82304


(Address
      of principal executive offices)





(208)
      529-5337


(Issuer's
      telephone number)





**Idaho**





(State
      or
      other jurisdiction of incorporation or organization)


Registrant's
      telephone number, including area code:





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.





Yes x No
o





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the last practicable date:





216,834,980 **** shares
      of common stock, $0.005 par value per share, as of May 9, 2006.





Transitional
      Small Business Disclosure Format (check one): Yes o
      No x





**TABLE
      OF CONTENTS**





**Part
      I - FINANCIAL INFORMATION**





Item
            1.
            Financial
                StatementsBalance
                Sheets
            3Statements
                of Operations
            4Statements
                of Cash Flows
            5Notes
                to Unaudited Financial Statements
            6





Item
            2.
            Management’s
                Discussion and Analysis
            8Results
                of Operations
            8Capital
                Requirements
            11Item
            3.
            Controls
                and Procedures
            14





**Part
      II - OTHER INFORMATION**





Item
            1.
            Legal
                Proceedings
            15Item
            2.
            Changes
                in Securities
            15Item
            3.
            Defaults
                Upon Senior Securities
            15Item
            4.
            Submission
                of Matters to a Vote of Security Holders
            15Item
            5.
            Other
                Information
            15Item
            6.
            Exhibits.
            15Signature
                Page
            16Certifications
            17





2


**PART
      I. FINANCIAL INFORMATION**


**ITEM
      1. FINANCIAL STATEMENTS**





**INTREPID
      TECHNOLOGY & RESOURCES, INC.**


**CONSOLIDATED
      BALANCE SHEETS**








**March
                31,**
              **2006**
            
            **June
                30,**
              **2005****(Unaudited)**
            
            **(Audited)**ASSETSCurrent
                Assets:Cash
            
            **$**
            **276,749**
            
            $
            65,737Accounts
                receivable, net
            
            
            **39,646**
            
            
            98,434Prepaid
                expenses
            
            
            **42,095**
            
            
            85,639Bond
                offering costs
            
            
            **57,542**
            
            
            --Other
                assets
            
            
            **945**
            
            
            1,600Total
                current assets
            
            
            **416,977**
            
            
            251,410Property,
                plant, and equipment, net
            
            
            **1,487,672**
            
            
            952,742Total
                Assets
            
            **$**
            **1,904,649**
            
            $
            1,204,152LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
                liabilities:Accounts
                payable
            
            **$**
            **136,832**
            
            $
            148,419Accrued
                expenses
            
            
            **251,162**
            
            
            258,627Related
                party notes payable
            
            
            **--**
            
            
            60,613Current
                portion of long term debt
            
            
            **879,256**
            
            
            382,948Total
                current liabilities
            
            
            **1,267,250**
            
            
            850,607Long-term
                debt
            
            
            **--**
            
            
            830,317Total
                liabilities
            
            
            **1,267,250**
            
            
            1,680,924Commitments
                and contingenciesStockholders’
                equity (deficit):Preferred
                stock $1par value, 5,000,000 shares
              authorized,
                no shares issued and outstanding
            
            
            **--**
            
            
            --Common
                stock, $.005 par value, 350,000,000 shares
              authorized,
                188,805,116 and 137,694,025 shares
              issued
                and outstanding, respectively
            
            
            **944,025**
            
            
            688,470Additional
                paid-in capital
            
            
            **7,385,964**
            
            
            4,998,505Stock
                subscription receivable
            
            
            **(16,200**
            **)**
            
            (16,200
            )Accumulated
                deficit
            
            
            **(7,676,390**
            **)**
            
            (6,147547
            )Total
                stockholders’ equity (deficit)
            
            
            **637,399**
            
            
            (476,772
            )Total
                Liabilities and Stockholders’ Equity (Deficit)
            
            **$**
            **1,904,649**
            
            $
            1,204,152





The
      accompanying notes are an integral part of these financial
      statements.


3





**INTREPID
      TECHNOLOGY & RESOURCES, INC.**


**UNAUDITED
      CONSOLIDATED STATEMENTS OF OPERATIONS**











Three
                Months Ended
            
            Nine
                Months EndedMarch
                31,
            
            March
                31,**2006**
            
            2005
            
            **2006**
            
            2005Revenues,
                net
            
            **$**
            **97,592**
            
            $
            39,287
            
            **$**
            **358,880**
            
            $
            187,060Costs
                of revenues
            
            
            **73,049**
            
            
            46,565
            
            
            **288,744**
            
            
            185,403Gross
                profit (loss)
            
            
            **24,543**
            
            
            (7,278
            )
            
            **70,136**
            
            
            1,657Operating
                expenses:General
                and administrative
            
            
            **415,399**
            
            
            355,136
            
            
            **1,093,366**
            
            
            866,736Research
                and development
            
            
            **74,927**
            
            
            --
            
            
            **207,473**
            
            
            --Loss
                from operations
            
            
            **(465,783**
            **)**
            
            (362,414
            )
            
            **(1,230,703**
            **)**
            
            (865,079
            )Other
                income (expense)Interest
                income
            
            
            **12**
            
            
            1
            
            
            **12**
            
            
            993Interest
                expense
            
            
            **(20,046**
            **)**
            
            (3,599
            )
            
            **(298,152**
            **)**
            
            (18,633
            )Loss
                on investments
            
            
            **--**
            
            
            --
            
            
            --
            
            
            (12,744
            )Loss
                before provision for income taxes
            
            
            **(485,817**
            **)**
            
            (366,012
            )
            
            **(1,528,843**
            **)**
            
            (895,463
            )Provision
                for income taxes
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            --Net
                loss
            
            **$**
            **(485,817**
            **)**
            $
            (366,012
            )
            **$**
            **(1,528,843**
            **)**
            $
            (895,463
            )Net
                loss per common share - basic and diluted
            
            **$**
            **--**
            
            $
            --
            
            **$**
            **(0.01**
            **)**
            $
            (0.01
            )Weighted
                average common shares - basic and diluted
            
            
            **172,218,000**
            
            
            136,622,000
            
            
            **157,169,000**
            
            
            120,280,000











The
      accompanying notes are an integral part of these financial
      statements


4


**INTREPID
      TECHNOLOGY & RESOURCES, INC.**


**UNAUDITED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**Nine
      Months Ended March 31, 2006 and 2005**







**2006**
            
            2005Cash
                flows from operating activities:Net
                loss
            
            **$**
            **(1,528,843**
            **)**
            $
            (895,463
            )Adjustments
                to reconcile net loss to net cash
              used
                in operating activities:Stock
                compensation expense
            
            
            **100,144**
            
            
            72,023Interest
                Expense - common stock warrants
            
            
            **199,764**
            
            
            --Depreciation
            
            
            **42,022**
            
            
            23,393Interest
                expense on debentures
            
            
            **22,781**
            
            
            --Loss
                on investment
            
            
            **--**
            
            
            17,794(Increase)
                decrease in:Accounts
                receivable
            
            
            **58,788**
            
            
            145,655Prepaid
                expenses
            
            
            **43,544**
            
            
            (20,757
            )Bond
                offering costs
            
            
            **(57,542**
            **)**
            
            --Other
                assets
            
            
            **655**
            
            
            --Increase
                (decrease) in:Accounts
                payable
            
            
            **(8,585**
            **)**
            
            1,021Accrued
                expenses
            
            
            **10,541**
            
            
            51,373Net
                cash used in operating activities
            
            
            **(1,116,731**
            **)**
            
            (604,961
            )Cash
                flows from investing activities:Purchase
                of property and equipment
            
            
            **(576,952**
            **)**
            
            (660,625
            )Net
                cash used in investing activities
            
            
            **(576,952**
            **)**
            
            (660,625
            )Cash
                flows from financing activities:Proceeds
                from long-term debt
            
            
            **1,102,681**
            
            
            622,476Payments
                on long-term debt
            
            
            **(1,109,471**
            **)**
            
            (38,853
            )Payments
                on related party notes payable
            
            
            **(60,613**
            **)**
            
            --Issuance
                of common stock
            
            
            **2,087,848**
            
            
            522,672Common
                stock offering costs
            
            
            **(115,750**
            **)**
            
            --Payments
                received from stock subscription receivable
            
            
            **--**
            
            
            35,000Net
                cash provided by financing activities
            
            
            **1,904,695**
            
            
            1,141,295Increase
                (decrease) in cash
            
            
            **211,012**
            
            
            (124,291
            )Cash,
                beginning of period
            
            
            **65,737**
            
            
            134,856Cash,
                end of period
            
            **$**
            **276,749**
            
            $
            10,565





The
      accompanying notes are an integral part of these financial statements





5





Note
      1
      - Summary of Significant Accounting Policies





Basis
      of Presentation





The
      accompanying unaudited consolidated financial statements have been prepared
      in
      accordance with United States generally accepted accounting principles ("U.S.
      GAAP") for interim financial information and with instructions to Form 10-QSB
      of
      Regulation S-X. Accordingly, they do not include all of the information and
      footnotes required by U.S. GAAP for complete financial statements. The
      preparation of the consolidated financial statements in conformity with U.S.
      GAAP requires management to make estimates and assumptions that affect the
      amounts reported in the consolidated financial statements and accompanying
      notes. Actual results could differ from estimates. In the opinion of management,
      all adjustments, which consist of normal and recurring adjustments, necessary
      for fair presentation have been included. These financial statements should
      be
      read in conjunction with the financial statements and notes thereto included
      in
      the Company's 2005 Annual Report on Form 10-KSB for the year ended June 30,
      2005, as filed with the Securities and Exchange Commission.





Stock-Based
      Compensation





The
      Company has stock-based employee compensation, which is described more fully
      in
      Note 12 to the audited financial statements of the Company as of June 30, 2005.
      The Company accounts for this compensation under the recognition and measurement
      principles of APB Opinion 25, “Accounting for Stock Issued to
      Employees *”* ,
      and
      related Interpretations, and has adopted the disclosure-only provisions of
      SFAS
      123, “Accounting for Stock-Based Compensation.” Accordingly, no compensation
      cost has been recognized in the financial statements, as all options granted
      had
      an exercise price equal to or greater than the market value of the underlying
      common stock on the date of grant. No new stock options were granted during
      the
      nine months ended March 31, 2006.





Had
      compensation cost for the Company’s stock option plans been determined based on
      the fair value at the grant date consistent with the provisions of SFAS 123,
      the
      Company’s net loss for the nine months ended March 31, 2006 and 2005 would have
      been reduced to the pro forma amounts indicated below:





2006
            
            2005Net
                loss as reported
            
            $
            (1,528,843
            )
            
            (895,463
            )Deduct:Total
                stock-based employee compensation expensedetermined
                under fair value based method for allawards,
                net of related tax effects
            
            
            -
            
            
            (195,988
            )Net
                loss pro forma
            
            $
            (1,528,843
            )
            
            (1,091,451
            )Loss
                per share:Basic
                and diluted - as reported
            
            $
            (0.01
            )
            
            (0.01
            )Basic
                and diluted - pro forma
            
            $
            (0.01
            )
            
            (0.01
            )





Effective
      July 1, 2006 (the beginning of the Company’s next fiscal year), the Company will
      be required to adopt SFAS 123R to account for its stock based compensation.
      The
      Company plans to adopt the “modified prospective method” of SFAS 123R. The
      impact of the adoption of this standard will depend on the amount of stock
      options that the Company issues in the future, however, it is not expected
      to
      have a significant effect on operations.





Principles
      of Consolidation





The
      consolidated financial statements include the accounts of Intrepid Technology
      and Resources, Inc. and its wholly-owned subsidiaries. All significant
      intercompany balances and transactions have been eliminated.


6





Reclassifications





Certain
      accounts in the 2005 unaudited financial statements have been reclassified
      to
      conform to the presentation in the 2006 unaudited financial
      statements.








Note
      2
      - Going Concern





As
      of
      March 31, 2006, the Company has incurred a loss and has negative working capital
      and negative cash flows from operations. These factors raise substantial doubt
      about the Company’s ability to continue as a going concern.





The
      Company has partially mitigated the Going Concern as a result of entering into
      the agreement with Cornell Capital as discussed in Note 4 below and Management
      has engaged an investment banking firm to obtain bond financing under a State
      of
      Idaho approved bond inducement resolution to expand operations and production
      capabilities. While activities continue on schedule for this bond financing,
      there can be no full assurance that such funds will be available to the Company
      nor that these efforts will be successful.








Note
      3
      - Supplemental Cash Flow Information





Actual
      amounts paid for interest and income taxes are approximately as
      follows:





2006
            
            2005Interest
            
            $
            26,469
            
            
            1,834Income
                taxes
            
            $
            -
            
            
            -





During
      the nine months ended March 31, 2006, the Company:





·
            Issued
                545,128 shares of common stock in exchange for accounts payable and
                accrued expenses of $21,008.





·
            Issued
                6,363,637 shares of common stock in exchange for long-term debt of
                $350,000.





During
      the nine months ended March 31, 2005, the Company issued common stock in
      exchange for services, prepaid assets and debt of $587,023.








Note
      4
      - Standby Equity Distribution Agreement





On
      March
      10, 2005, the Company entered into a new Standby Equity Distribution Agreement
      (SEDA) with Cornell Capital Partners, LP (Cornell). Pursuant to the SEDA, the
      Company may, at its discretion, periodically sell to Cornell shares of common
      stock for a total purchase price of up to $25 million. For each share of common
      stock purchased under the SEDA, Cornell will pay the Company 99% of the lowest
      closing bid price of the common stock on the Over-the-Counter Bulletin Board
      or
      other principal market on which the Company's common stock is traded for the
      five days immediately following the notice date. Cornell will retain 5% of
      each
      advance under the SEDA.





Note
      5
      - Issuance of Common Stock Warrants





The
      Company issued 5,000,000 warrants to Cornell Capital Partners on December 1,
      2005 to release their security interest in the assets of the Company. The
      exercise price is $.055 per share. The warrants were effective on issue and
      expire five years from the date of issuance, or December 1, 2010.











7


**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**





The
      following discussion contains forward-looking statements that involve known
      and
      unknown risks and uncertainties which may cause actual results in future periods
      to differ materially from those indicated herein as a result of a number of
      factors, including, but not limited to, those set forth under Legal Proceedings,
      and the discussion below. When the Company uses words like "may," "believes,"
      "expects," "anticipates," "should," "estimate," "project," "plan," their
      opposites and similar expressions, the Company is making forward-looking
      statements. These expressions are most often used in statements relating to
      business plans, strategies, anticipated benefits or projections about the
      anticipated revenues, earnings or other aspects of our operating results. We
      make these statements in an effort to keep stockholders and the public informed
      about our business and have based them on our current expectations about future
      events. Such statements should be viewed with caution. These statements are
      not
      guarantees of future performance or events. As noted elsewhere in this report,
      all phases of our business are subject to uncertainties, risks and other
      influences, many of which the Company has no control over. Additionally, any
      of
      these factors, either alone or taken together, could have a material adverse
      effect on the Company and could change whether any forward-looking statement
      ultimately turns out to be true. The Company undertakes no obligation to
      publicly release updates or revisions to these statements. The following
      discussion should be read in conjunction with audited consolidated financial
      statements and the notes filed thereto on Form 10-KSB with the U.S. Securities
      and Exchange Commission for the year ending June 30, 2005.





**RESULTS
      OF OPERATIONS**





**Revenue**





Revenue
      for the quarter ended March 31, 2006, increased 148% to $97,592 compared to
      $39,287 for the same period of 2005. Revenue for the nine months ended March
      31,
      2006, was $358,880 compared to $187,060 for the same nine months ended March
      31,
      2005. This increase for both the three and nine months ended March 31, 2006
      was
      mainly the result of increased sales of contracted “work for others” over the
      corresponding periods of one year ago. The Company intends to continue to pursue
      opportunities for outside contracting at the Idaho National Laboratory and
      other
      government and private facilities to the extent that these opportunities do
      not
      significantly interfere with and the Company’s shift to designing and building
      of biogas facilities. The Company’s current principal focus is on the Biogas
      fuels facility, for which revenue will be minimal until the facility comes
      on
      line and is producing biofuels. For biofuels facilities that the Company
      designs, constructs and operates for others, it is anticipated that revenue
      will
      be recognized more rapidly, as such services are provided.







In
      both
      three month periods ending March 31, 2006 and 2005, the Company’s primary
      customers were Idaho National Laboratory (“INL”) at Idaho Falls, Idaho and Oak
      Ridge Associated Universities (ORAU). INL and ORAU both provided more than
      ten
      percent of the total revenue recognized by the Company in those
      periods .







**Direct
      Operating Costs**





Direct
      operating costs for the three months ending March 31, 2006 and 2005, were
      $73,049 and $46,565 respectively, representing a 57% increase. For the nine
      months ended March 31, 2006 direct operating costs also increased to $288,744
      from $185,403 in 2005. The increase is due to the increased general and
      administrative, research and development costs associated with ongoing research
      and optimization activities at the Company’s Whitesides Biogas Plant and design
      and construction activities at its West Point Biogas Plant. The Company
      continues its efforts to reduce direct costs by using less subcontracted
      services, eliminating certain rental fees, making better use of supplies, and
      exercising better management of direct payroll costs.





**Gross
      Profit**





The
      Company had a gross profit of $24,543 in the quarter ended March 31, 2006
      compared to a loss of $7,278 for the same quarter in 2005. For the nine months
      ended March 31, 2006 the Company had a gross profit of $70,136 compared to
      $1,657 for the same period in 2005. The overall increased profit for the nine
      months ending March 31, 2006 is due to increased revenue from the sales of
      outside contracted work.


8





**General
      and Administrative Expenses**





For
      the
      three months ended March 31, 2006, general and administrative expenses were
      $415,399 compared to $355,136 for the same quarter ended March 31, 2005. This
      17% increase was the result of increased administrative expenses beyond those
      required for the previous engineering services work, and adding expense as
      the
      Company increased efforts in expanding the Biogas operations. For the nine
      months ended March 31, 2006, general and administrative expenses likewise
      increased 26% for the same reasons to $1,093,366 compared to $866,736 for the
      same period of 2005.





**Interest
      Income**





For
      the
      three and nine months ended March 31, 2006, the Company received $12 and $12
      respectively on investment capital. The Company received $1 and $993 of interest
      income on investment capital for the corresponding periods in 2005.





**Interest
      Expense**





For
      the
      three months ended March 31, 2006, the Company had interest expense of $20,046
      compared to $3,599 for the same period ending March 31, 2005. For the nine
      months ended March 31, 2006 the Company had interest expense of $298,152
      compared to $18,633 for the same period ending March 31, 2005. The interest
      expense was for interest paid on the term loan, common stock warrants,
      debentures and on notes payable to others and to officers and employees of
      the
      Company. With the anticipated bond offering to finance the first two biogas
      facilities, interest expense is likely to increase in future periods.





**Net
      Loss**





For
      the
      three months ended March 31, 2006, the Company had a net loss of $485,817
      compared to a net loss of $366,012 for the same period ended March 31, 2005.
      For
      the nine months ended March 31, 2006 the Company had a net loss of $1,528,843
      compared to a net loss of $895,463 for the same period ended March 31, 2005.
      In
      2005, the loss was due to a significant drop in engineering contract revenue,
      while the transition to the biofuels business was starting up. For 2006, the
      transition to the new biofuels business accelerated, but revenue will not be
      received until the first facility is online and biogas can be delivered to
      the
      customer.








**MANAGEMENT'S
      PLAN OF OPERATION**





Providing
      engineering and technical services has been the primary source of revenue,
      and
      hence the primary business focuses, in the past. The Company expects to continue
      providing such services in the future, but with decreased emphasis. In fiscal
      year 2006, the Company will continue its emphasis on becoming a significant
      producer and distributor of biogas products and facilities. The following
      discussion provides an overview of our progress in making the transition.





The
      fundamental aspects of the Company's business model are:





·
            Utilize
                cutting edge, but established, technology for the production of biogas
                from large animal operations·
            Utilize
                off-the-shelf equipment for clean-up of the biogas to meet
                pipeline-quality specifications and produce liquid
                products





·
            Maintain
                equity positions on all biogas projects·
            Begin
                operations in known territory (Idaho), and expand into other western
                states as resources allow





·
            Maximize
                the utilization of our public company status in the financing of
                our
                projects·
            Market
                biogas products to local gas utilities, industrial users, and
                transportation users





·
            Team
                with experienced companies for the marketing and distribution of
                biogas
                products





9







DEVELOPMENT
      PLAN





Over
      the
      next four years, the Company plans to place 250,000 head of dairy and beef
      cattle into biogas production. The Company will design, construct and operate
      these facilities consistent with the business model parameters described
      above.





The
      centerpiece of this development plan is an exclusive geographic and case-by-case
      national use and marketing agreement for a proprietary anaerobic digestion
      technology with several distinct and unique operational advantages when applied
      in agricultural settings and that has a successful 5+ year operational history
      with both cow and swine waste.





Our
      goal
      is to become the premier fully integrated biogas developer in the United States.
      Our approach is to use superior technology and know-how to convert manure waste
      from dairy and feedlot operations into high BTU biogas that can be further
      processed to produce (1) pipeline quality gas for sale to a gas utility; (2)
      combustion gas to fuel boilers for processing materials; (3) liquid natural
      gas
      for transportation fuel, peaking, and/or remote community service; and,
      eventually, (4) hydrogen to energize fuel cells for transportation and
      distributed or non-distributed energy sources. Our range of services
      includes:





-
            designing,
                building, and operating biofuels facilities


-
            performing
                value-added processing of raw biogas and residual products of digestion
                for various applications


-
            marketing,
                transportation and sales of processed gas





ITR
      currently has an operational biogas production plant in Rupert, Idaho that
      processes manure waste from 1,000 cows. This plant is a commercial prototype
      facility that can be employed to demonstrate the economic viability of the
      four
      product lines listed above. The plant is currently undergoing a 5-fold expansion
      to keep pace with the parallel expansion of the dairy and will be complete
      by
      the fall of 2006. The primary current focus at the plant is on producing clean
      gas for sale to a local gas utility and for providing combustion gas for heating
      water for dairy operations.





The
      Development Plan involves discrete projects that will ultimately bring 250,000
      Magic Valley dairy cows under production to create the “Magic Valley Biogas
      Field” in the Magic Valley area of south-central Idaho. The first project will
      provide facilities and infrastructure to process manure from 50,000 dairy cows
      and will be executed in two distinct phases:





Phase
      I
      consists of 10,500 cows located on 2 different dairies and establishes the
      west
      anchor point to the Magic Valley Westside field as well as expands the Rupert
      plant to full capacity. Construction began in CY 2005 and is expected to be
      complete in CY 2006.





Phase
      II
      consists of 40,000 cows located on 3-5 different dairies (depending on outcomes
      of individual dairymen’s current consolidation and expansion plans). Design will
      be initiated in CY 2006 and construction is anticipated to begin in
      CY-2007.





This
      project will be financed through a combination of debt and equity with the
      debt
      portion coming through the sale of bonds and the equity from a combination
      of
      capital obtained through the Standby Equity Distribution Agreement (see Note
      4
      above), outside equity investment and from profits on future revenues. Capital
      cost will be approximately $35 million, the first phase of which will be just
      over $10 million. These funds will provide for anaerobic digester plants
      constructed at participating dairies, gas conditioning clean-up equipment for
      processing the raw biogas to pipeline quality standards, and a supporting gas
      line gathering system to transport the clean gas to the gas utility distribution
      system. A majority of the costs (approximately 70%) is for construction of
      the
      digesters.





This
      project will provide over 1 billion cubic feet of biogas annually, which, in
      turn, will yield over 1 million mcf of clean gas for sale to a local gas
      utility.


10







***Additional
      Information***





The
      Company also plans to increase sales and expand its engineering and scientific
      services base via new customer contracts. Revenue generated will be used to
      meet
      cash flow requirements with any excess being used to support and develop the
      Company's biofuels production initiatives.





At
      the
      present time the Company does not anticipate paying dividends, cash or
      otherwise, on its Common Stock in the foreseeable future. Future dividends
      will
      depend on earnings, if any, of the Company, its financial requirements and
      other
      factors. The Company's main focus is now in the biofuels market, specifically
      the production of biogas. The Company has made two acquisitions for the vertical
      integration of the business and the ability to have ready available access
      to
      sell the gas production into the market place. The Company is also in the final
      stages of divesting its interests in the mining and mineral rights in the
      Garnett mine in Montana. The terms of the proposed Agreement provide the Company
      with a 1 st lien on
      any minerals mined from the property until the amount owed to the Company is
      paid in full. Any proceeds realized as a result of this Agreement will be used
      to provide additional working capital. The Company is currently seeking other
      investment capital to support the existing and ongoing operations of the Company
      and these projects.








**CAPITAL
      RESOURCES AND LIQUIDITY**





As
      the
      Company expands into the biofuels business, it will face continuing challenges
      to finance this growth. This is particularly true of Phase I of the Magic Valley
      development projects described above. To obtain the funds necessary to complete
      these capital assets, the Company is in the process of obtaining bond financing.
      It is anticipated that approximately $7 million will be made available for
      these
      design and construction efforts. This debt will be payable over a 15 year
      period, starting after the anticipated commencement of full operations at these
      two facilities. Management believes that these funds will be adequate to
      complete these facilities.





In
      addition to the capital expenditures for these first facilities, financing
      resources are needed to support operations. The Company has made reasonable
      efforts to meet cash flow demands from ongoing operations but the Company still
      may not always be able to obtain funds under the Standby Equity Distribution
      Agreement (SEDA) or obtain sufficient amounts to satisfy the Company’s working
      capital or other capital needs. The Company finished the quarter ended March
      31,
      2006 with cash available of $276,749 compared to $65,737 at June 30, 2005 The
      Company believes that it will be necessary to continue to supplement the cash
      flow from operations with the use of outside resources such as investment
      capital by issuance of debenture notes and stock. The Company plans to use
      any
      additional funding to assist in the Biogas production facility that is
      considered construction in progress, a component of Property, plant and
      equipment, net, on the balance sheet.





As
      of
      March 31, 2006, the Company had negative working capital of $850,273 compared
      to
      a deficit of $599,197 as of June 30, 2005. The current ratio at March 31, 2006
      was: 0.33:1 and 0.30:1 at June 30, 2005. This increased deficit is due primarily
      to long-term debt related to construction expenses on the WestPoint Biogas
      Plant.





On
      November 30, 2005, the Company signed an unsecured Promissory Note with Zions
      First National Bank in the amount of $100,000. The note had a fixed rate of
      8.00% and was paid in full on March 3, 2006. The Company also signed Promissory
      Notes in the amount of $75,000 each with two private individuals on October
      31,
      2005. These 8% APR notes were paid in full on March 28, 2006. The Company also
      paid off its unsecured shareholder notes payable from certain o fficers,
      employees or directors on March 28, 2006. The first shareholder creditor, Mr.
      Kenoyer, made two loans to the company. The first loan accrued interest at
      the
      rate of 10 percent and the second at 7 percent. The combined principle and
      interest for both loans was $24,774. The second shareholder creditor, Mr.
      Dustin, also made two loans to the company. The first accrued interest at 10
      percent and the second at 7 percent. The combined principle and interest for
      both of Mr. Dustin’s loans was $47,426. Payment of these obligations has
      significantly reduced the Company’s long term debt.


11





During
      the nine months ended March 31, 2006, the Company used net cash of $1,116,731
      for operating activities, compared to $604,961 of net cash used in operating
      activities for the 2005 period. The increase of cash used by operating
      activities is mainly the result of increased general and administrative and
      research and development expenses, and bond offering costs for construction
      projects.





During
      the nine months ended March 31, 2006, the Company used $576,952 in investing
      activities, primarily in biogas generating facility construction costs, compared
      to $660,625 used in the year earlier period.





During
      the nine months ended March 31, 2006, financing activities provided $1,904,695
      in net cash, consisting of $2,087,848 net of costs from the issuance of common
      stock, offset in part by payments on long-term debt of $1,109,471, on related
      party notes payable of $60,613, and common stock offering costs of $115,750.
      In
      the comparable period for 2005, the Company had $1,141,295 of net cash provided
      by financing activities, which consisted of $522,672 in proceeds from stock
      sales, $35,000 from the net change of stock subscriptions, and $622,476 net
      of
      costs from debenture sales, offset by payments on long-term debt of
      $38,853.




Debenture
      Debt




The
      Company issued convertible debentures to Cornell Capital Partners, LP in the
      original principal amount of $750,000 in October 2004. The debentures are
      convertible at the holder’s option any time up to maturity at a fixed conversion
      price of $.055 per share.  The debentures are secured by the assets of the
      Company.  The debentures have a three-year term and accrue interest at 5%
      per year.   At maturity, October 14, 2007, if not repaid, the
      debentures will automatically convert into shares of common stock at a fixed
      conversion price of $.055 per share. As of March 31, 2006 $350,000 of the
      debenture had been converted. On April 13, 2006 Cornell converted an additional
      $200,000 and on April 18, they converted the remaining $200,000 balance thus
      liquidating that debt.




Standby
      Equity Distribution Agreement .





The
      Company has a Standby Equity Distribution Agreement (SEDA) with Cornell Capital
      Partners LP. As of March 31, 2006 the Company has issued 41,559,383 shares
      under
      this agreement, plus an initial issuance of $500,000 worth of the Company’s
      stock as a commitment fee for this commitment. Under this agreement, the Company
      may issue stock worth up to $25,000,000, through March 2007. As of March 31,
      2006 an additional $23,000,000 was potentially available under this agreement.
      It is the Company’s intent to utilize this relationship only to the extent
      necessary to finance the transition of the Company’s operations to the biofuels
      business.





Issuance
      of Common Stock Warrants





The
      Company issued 5,000,000 warrants to Cornell Capital Partners on December 1,
      2005 to release their security interest in the assets of the Company. The
      exercise price is $.055. The warrants were effective on issue and expire five
      years from the date of issuance, or December 1, 2010.





Seasonal
      Changes





The
      Company’s operating revenue is generally not affected by seasonal
      changes.





**RECENT
      ACCOUNTING PRONOUNCEMENTS**





Statement
      of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs - an
      amendment of ARB No. 43, Chapter 4”, SFAS No. 152, “Accounting for Real Estate
      Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67”, SFAS
      No. 153, “Exchanges of Nonmonetary Assets - an amendment of APB Opinion No 29”,
      and SFAS No. 154, “Accounting Changes and Error Corrections - a replacement of
      APB Opinion No. 20 and FASB Statement No. 3”, were recently issued.  SFAS
      No 151, 152, 153, and 154 have no current applicability to the Company or their
      effect on the financial statements would not have been significant.





In
      December 2005, the FASB issued SFAS 123 (revised 2005), “Accounting for Stock
      Based Compensation.” This statement supersedes APB Opinion No. 25, “Accounting
      for Stock Issued to Employees.” This revised statement establishes standards for
      the accounting of transactions in which an entity exchanges its equity
      instruments for goods and services, including the grant of stock options to
      employees and directors. The Statement is effective for the Company’s fiscal
      year beginning July 1, 2006, and will require the Company to recognize
      compensation cost based on the grant date fair value of the equity instruments
      its awards. The Company currently accounts for those instruments under the
      recognition and measurement principles of APB Opinion 25, including the
      disclosure-only provisions of the original SFAS 123. Accordingly, no
      compensation cost from issuing equity instruments has been recognized in the
      Company’s financial statements. The Company estimates that the required adoption
      of SFAS 123 (R) will not have a negative impact on its consolidated financial
      statements.


12





**RISK
      FACTORS**





The
      Company’s current and primary focus is obtaining permits and developing
      favorable properties for alternative and renewable energy production, and
      providing the associated engineering design and construction management services
      required to support the construction and operation of related facilities, and
      cannot provide any guarantees of profitability at this time. The Company will
      continue to expand its engineering services base, “work for others” to generate
      additional revenue to augment working capital requirements in support of its
      alternative and renewable energy efforts. The realization of profits is
      dependent upon successful execution of new business opportunities and the
      development of prototype digester models and implementation of the digester
      project for renewable energy. The Company is dependent upon inducing larger
      companies or private investors to purchase these “turn-key” alternative
      renewable energy generation and production facilities. These projects when
      developed and depending on their success will be the future of the Company.
      The
      Company may not be successful in these efforts.





Our
      operating results are difficult to predict in advance and may fluctuate
      significantly, and a failure to meet the expectations of analysts or our
      stockholders would likely result in a substantial decline in our stock price.





Factors
      that are likely to cause our results to fluctuate include the following:





-
      the
      amount and timing of our operating expenses and capital expenditures;


-
      the
      success or failure of the alternative energy and biofuels projects currently
      underway;


-
      the
      timing, rescheduling or cancellation of engineering customer’s work orders;


-
      our
      ability to specify, develop, complete, introduce and market biofuels and bring
      them to volume production in a timely manner;


-
      the
      rate of adoption and acceptance of new industry standards in our target markets;


-
      any
      other unforeseen activities or issues.





There
      is
      a limited public market for our common stock. Our common stock is listed on
      the
      OTC Bulletin Board, and there is a limited volume of sales, thus providing
      a
      limited liquidity into the market for our shares. As a result of the foregoing,
      stockholders may be unable to liquidate their shares.





We
      are
      subject to various risks associated with the development of the biofuels and
      alternative energy market place and if we do not succeed our business will
      be
      adversely affected.





Our
      performance will largely depend on our ability to develop and implement the
      anaerobic digester biogas field concept and generate gas and fiber co-products
      for sale. We intend to respond to technological advances and emerging industry
      standards and practices on a timely and cost-effective basis however, we cannot
      predict if we will be effective or succeed in the development of the biofuels
      and alternative energy markets. If we are unable, for technical, legal,
      financial or other reasons, to adapt in a timely manner to develop and operate
      in the biofuels market, our business, results of operations and financial
      condition could be materially adversely affected.





If
      we
      need additional financing, we may not be able to raise further financing or
      it
      may only be available on terms unfavorable to us or to our stockholders.





Available
      cash resources may not be sufficient to meet our anticipated working capital
      and
      capital expenditure requirements, if the anaerobic digester does not produce
      revenue for at least 12 months. It may become necessary to raise additional
      funds to respond to business contingencies, which could include the need to:





-
      fund
      additional project expansion for the biofuels production;


-
      fund
      additional marketing expenditures;


-
      develop
      additional alternative energy projects or enhance the WOBF gas products;


13





-
      enhance
      our operating infrastructure;


-
      hire
      additional personnel;


-
      acquire
      other complementary businesses or technologies.





If
      we
      raise additional funds through the issuance of equity or convertible debt
      securities, the percentage ownership of our stockholders would be reduced,
      and
      these newly issued securities might have rights, preferences or privileges
      senior to those of existing stockholders. Additional financing might not be
      available on terms favorable to us, or at all. If adequate funds were not
      available or were not available on acceptable terms, our ability to fund our
      operations, take advantage of unanticipated opportunities, develop or enhance
      our products or otherwise respond to competitive pressures would be
      significantly limited.





**ITEM
      3. CONTROLS AND PROCEDURES**




(a)  Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”), as of the end of the period covered by this
      report. Based on this evaluation, our principal executive officer and principal
      financial officer concluded that enhancements could be made to improve our
      disclosure controls and procedures to provide more effective alerting on a
      timely basis to material information relating to our Company (including its
      consolidated subsidiaries) required to be included in our reports filed or
      submitted under the Exchange Act. Accordingly, management has implemented and
      continues to implement procedural changes to improve internal controls.




(b)  These
      changes (including corrective actions with regard to significant deficiencies
      or
      material weaknesses) in our internal controls over financial reporting are
      not
      considered so significant as to be materially affected or that could materially
      affect these internal controls over financial reporting.








14


**PART
      II OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS.**




None




**ITEM
      2. CHANGES IN SECURITIES.**




None






**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.**






None






**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**




None







**ITEM
      5. OTHER INFORMATION.**






None




**ITEM
      6.**  **EXHIBITS**




Exhibit
                No.
            Description
            Incorporated
                by Reference from Registrant's31.1
            Rule
                13a-14(a)/15d-14(a) Certification of Principal Executive
                Officer
            June
                5, 200631.2
            Rule
                13a-14(a)/15d-14(a) Certification of Principal Financial Officer
                by
                Vice-President, Secretary and Treasurer
            June
                5, 200632
            Certification
                pursuant to 18 U.S.C. SECTION 1350****by
                Chairman and Chief Executive Officer and Vice-President, Secretary
                and
                Treasurer
            June
                5, 2006





15


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.





INTREPID
                TECHNOLOGY & RESOURCES, INC.*(Registrant)*Date:
                June 5, 2006
            By:/s/
                Dr. Dennis D. Keiser,*Chief
                Executive Officer*
              ***&
Acting
                Chief Financial Officer*Date:
                June 5, 2006
            By:/s/
                Bradley J. Frazee,*Vice
                President, Secretary,*
              ***and Treasurer*





16